UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  July 28, 2004
                           ---------------------------
                                (Date of Report)


                           ELITE PHARMACEUTICALS, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                        333-45241               22-3542636
       ------------                    -------------           --------------
(State or other jurisdiction            (Commission            (IRS Employer
     of incorporation)                  File Number)         Identification No.)


                 165 Ludlow Avenue, Northvale, New Jersey 07647
         ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (201) 750-2646
                              ---------------------
              (Registrant's telephone number, including area code)





Item 5.         OTHER EVENTS AND REGULATION FD DISCLOSURE

         The Registrant  issued on July 28, 2004, a press release  announcing it
has amended its Certificate of Incorporation  to increase its authorized  shares
of capital stock from  25,000,000  shares of Common  Stock,  par value $0.01 per
share,  to  65,000,000  shares of Common  Stock,  par value  $0.01 per share and
5,000,000 shares of Preferred Stock, par value $0.01 per share. The amendment to
the Certificate of Incorporation  was approved by the Registrant's  stockholders
at its adjourned Annual Meeting of the Stockholders.

         A copy of Registrant's  press release is attached as Exhibit 99.1 and a
certified  copy  of  the   Certificate  of  Amendment  of  the   Certificate  of
Incorporation of the Registrant is filed as exhibit 3.1

Item 7.         FINANCIAL STATEMENTS AND EXHIBITS

         a)     Not applicable.

         b)     Not applicable.

         c)     Exhibits

                3.1        Certified copy of the Certificate of Amendment of the
                           Certificate of Incorporation filed with the Secretary
                           of State of Delaware on July 26, 2004.

                99.1.      Press Release, dated May 14, 2004





                                       -2-



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


         Dated: July 28, 2004


                                            ELITE PHARMACEUTICALS, INC.


                                            By: /s/ Bernard Berk
                                                -----------------------------
                                                Name: Bernard Berk
                                                Title: Chief Executive Officer